Attached files
Exhibit
99.1
Tenax Therapeutics Announces $2.75 Million Registered Direct
Offering Priced At-the-Market
Morrisville, NC, March 12, 2020 – Tenax Therapeutics,
Inc. (Nasdaq: TENX) (“Tenax” or the
“Company”), a specialty pharmaceutical company focused
on identifying, developing and commercializing products that
address cardiovascular and pulmonary diseases with high unmet
medical need, today announced that it has entered into a definitive
agreement with a single healthcare-focused institutional investor
for the issuance and sale of 750,000 shares of its common stock at
a purchase price of $1.1651 per share and pre-funded warrants to
purchase up to 1,610,313 shares of common stock, at a purchase
price of $1.1650 per pre-funded warrant (which represents the per
share offering price for the common stock less the $0.0001, the
exercise price of each pre-funded warrant), for gross proceeds of
approximately $2.75 million, in a registered direct offering priced
at-the-market under Nasdaq rules. Additionally, in a concurrent
private placement, Tenax has also agreed to issue to the investor
unregistered warrants to purchase up to 2,360,313 shares of common
stock. The offering is expected to close on or about March 13,
2020, subject to the satisfaction of customary closing
conditions.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offering.
The unregistered warrants will have an exercise price $1.04 per
share and exercise period commencing immediately upon issuance date
and a term of five and one-half (5.5) years.
Tenax currently intends to use the net proceeds from the offering
to further its clinical trials of levosimendan, for research and
development and general corporate purposes, including working
capital and potential acquisitions.
The shares of common stock and pre-funded warrants offered in the
registered direct offering (including the shares of common stock
underlying the pre-funded warrants) are being offered and sold by
Tenax pursuant to a “shelf” registration statement on
Form S-3 (Registration No. 333-2244951), including a base
prospectus, previously filed with and declared effective by the
Securities and Exchange Commission (SEC) on May 23, 2018. The
offering of the securities will be made only by means of a
prospectus supplement that forms a part of the registration
statement. A final prospectus supplement and an accompanying base
prospectus relating to the registered direct offering will be filed
with the SEC and will be available on the SEC's website located
at http://www.sec.gov.
Electronic copies of the prospectus supplement and accompanying
base prospectus may also be obtained from H.C. Wainwright &
Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by
phone at 646-975-6996 or e-mail at
placements@hcwco.com.
The unregistered warrants described above were offered in a private
placement under Section 4(a)(2) of the Securities Act of 1933, as
amended (the “Act”), and Regulation D promulgated
thereunder and, along with the shares of common stock underlying
the warrants, have not been registered under the Act, or applicable
state securities laws. Accordingly, the warrants and underlying
shares of common stock may not be offered or sold in the United
States except pursuant to an effective registration statement or an
applicable exemption from the registration requirements of the Act
and such applicable state securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction.
About Tenax Therapeutics
Tenax Therapeutics, Inc., is a specialty pharmaceutical company
focused on identifying, developing and commercializing products
that address cardiovascular and pulmonary diseases with high unmet
medical need. The Company has a world-class scientific advisory
team including recognized global experts in pulmonary hypertension.
The Company owns North American rights to develop and commercialize
levosimendan and is currently enrolling their Phase 2 clinical
trial for the use of levosimendan in the treatment of Pulmonary
Hypertension associated with Heart Failure and preserved Ejection
Fraction (PH-HFpEF). For more information,
visit www.tenaxthera.com.
Caution Regarding Forward-Looking Statements
This news release contains certain forward-looking statements by
the Company that involve risks and uncertainties and reflect the
Company’s judgment as of the date of this release. The
forward-looking statements are subject to a number of risks and
uncertainties, including, but not limited to market and other
conditions, the completion of the offering, the satisfaction of
customary closing conditions related to the offering and the
intended use of net proceeds from the offering, as well as matters
beyond the Company’s control that could lead to delays in the
clinical study, new product introductions and customer acceptance
of these new products; matters beyond the Company’s control
that could impact the Company’s continued compliance with
Nasdaq listing requirements; the impact of management changes on
the Company’s business and unanticipated charges, costs and
expenditures not currently contemplated that may occur as a result
of management changes; and other risks and uncertainties as
described in the Company’s filings with the Securities and
Exchange Commission, including in its annual report on Form 10-K
filed on April 1, 2019, its quarterly report on Form 10-Q filed on
November 14, 2019 as well as its other filings with the SEC. The
Company disclaims any intent or obligation to update these
forward-looking statements beyond the date of this release, except
as required by law. Statements in this press release regarding
management’s future expectations, beliefs, goals, plans or
prospects constitute forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of
1995.